By-Laws

(Incorporated as Ad Hoc Singers, Inc. on July 24, 1979; as Columbia Community Choral Ensemble, Inc. on July 16, 1981; as Columbia Chorale on January 17, 1985; as Columbia Choral Ensemble on May 22, 1986; as Columbia Chorale, Inc. in August 2004; and as Choral Arts Alliance of Missouri in January 2016)

ARTICLE I – NAME

The name of the organization, a 501(c)(3) corporation, shall be Choral Arts Alliance of Missouri (“CAAM”). The Board of Trustees of the corporation shall, in these bylaws, be designated as “the Board of Directors” of the Choral Arts Alliance of Missouri.

ARTICLE II – OFFICE

The principal office of CAAM in the state of Missouri shall be located in Columbia, Boone County, Missouri, and the address of the registered office may be changed by the Board of Directors of CAAM.

ARTICLE III – MEMBERSHIP

Section 1. Membership:Any individual shall be a Member of CAAM who is actively rehearsing and performing concerts in the current season. Members of the Columbia Youth Choirs can be represented by a parent or guardian but they themselves may not serve.

Section 2. Rights of Membership: Members may be actively involved in CAAM, including membership on the Board of Directors and participation on ad hoc committees made available to them at the discretion of the Board of Directors. They may also participate in annual operations of CAAM as appointed by the President of the Board of Directors. Each member shall serve in his or her appointed capacity according to the bylaws.

Section 3. Voting: Members have voting privileges at any and all meetings of in any committee to which they may be assigned; they also have a vote on issues that may arise before the membership.

Section 4. Annual Business Meeting: An annual meeting of the membership shall be held for the purpose of discussing the annual budget and conducting any other business the Board of Directors may deem appropriate. The date, time, and location of the meeting will be approved by the Board of Directors and communicated to the membership at least one (1) month prior to the meeting date. The President and/or his or her duly appointed representatives, the Artistic Director, committee chairs, and others designated by the Board may report at the annual meeting concerning the work of CAAM and its progress in meeting its purposes.

Section 6. Special Business Meetings: Special business meetings of the membership may be called by the Board of Directors. No quorum is necessary for the business meeting to proceed. A written, printed, or electronic notice stating the place and time of the meeting, and, in case of a special meeting, the purpose(s) for which such meeting is called, shall be delivered to each member, not less than fourteen (14) days before the date of the meeting. At special meetings, no formal business may be transacted other than that indicated in the notice of the meeting.

ARTICLE IV – BOARD OF DIRECTORS

Section 1. The power and authority of Choral Arts Alliance of Missouri, as provided in the General Not-For-Profit Corporation Law of the State of Missouri, shall be vested in the Board of Trustees, herein designated the Board of Directors. Members of the Board of Directors shall serve without pay.

1a. Composition of the Board: There shall be twelve (12) Members of the Board of Directors. Membership of the Board of Directors shall be open to the membership of CAAM or to any individual interested in art of choral music.

1b. Term of Board Members: Board Members shall be elected for two-year terms, and may be re-elected for two additional consecutive two-year terms. After serving three consecutive two-year terms, at least one year must elapse before the Board Member is eligible for election to an additional term. Therefore, one-third (4) of the Board Members shall be elected each year as terms expire. The appointment of an individual to fill an unexpired Board Member’s term does not prevent that individual from being duly elected to serve three consecutive two-year terms as a Board Member. No person who has served three (3) immediate consecutive past terms as a Board Member may be appointed to fill a vacancy of a Board Member unless the appointee has been off of the Board of Directors for one full year.

1c. Vacancies: In the event of resignation, incapacity, or removal of a Board Member, the remaining members of the Board may elect, by majority vote, a person to serve the unexpired portion of the term. The Board President will notify any Board Member of his or her removal for failure to attend, without prior notification, three consecutive regular meetings of the Board. The Board may vote by two-thirds (2/3) vote of the total membership of the Board of Directors (eight) to remove a Board Member for negligence or improper decorum.

1d. Term Year: The corporate Fiscal Year shall begin July 1 and expire June 30, which dates shall also coincide with the dates of each year of a Board Member’s term.

Section 2. Meetings: The Board of Directors shall hold regular meetings during the fiscal year. A schedule of all meetings for the ensuing fiscal year will be discussed and established as soon as possible after the onset of that fiscal year. The Board shall meet at least monthly during the fiscal year unless cancellation is approved by a simple majority of Board Members. The time and place of all meetings shall be decided by a majority vote of the Board Members. Notice of the time and place of all regular and special meetings will be provided to CAAM membership. All regular and special meetings of the Board of Directors are open to attendance by the membership of CAAM, unless otherwise provided by law.

2a. Special meetings: Special meetings may be called at the discretion of the President, a majority of the Executive Officers, or any five members of the Board, provided that notification is given at least two days in advance.

2b. Quorum and Voting: Seven (7) Board Members shall be necessary to constitute a quorum at any regular or called meeting. At any meeting at which a quorum is present, all questions and business which shall come before the meeting shall be determined by the vote of a majority of the Board Members present and voting, except as otherwise provided in these bylaws.

Section 3. Powers: The Board of Directors shall have and exercise all the usual powers of Directors of a not-for-profit corporation under Missouri law concerning the immediate governance and direction of the affairs of CAAM. The Board shall make all rules and regulations which it deems necessary or proper for the governance of CAAM, and for the due and orderly conduct of its affairs and the management of its property, not inconsistent with the Articles of Incorporation and the bylaws of CAAM. It shall retain the services of artistic, administrative, technical, and other personnel deemed appropriate by authorizing financial compensation to be received upon the basis of an annual review of compensation and performance by the board.

Section 4. Executive Officers: The Executive Officers of CAAM shall be elected by the Board of Directors from within their rank in the first Board meeting of the new fiscal year, unless rescheduled by a simple majority vote. Executive officers will make up the Executive Committee (see Article VI Section 1) and shall be the President, Vice President, Secretary, and Treasurer, as well as Immediate Past President if he or she is still a member of the Board of Directors.

4a. Elections: Officers shall be elected by simple majority for a term of one year, and may be re-elected to succeed themselves in that specific office or any other office assuming that the officer is eligible to continue active Board status as required in these bylaws.

4b. Vacancies: In the event of the resignation, incapacity, or removal of an Executive Officer, the Board will appoint a Board Member to serve the unexpired portion of the term. Any elected officer may be removed by the Board by a two-thirds (2/3) vote of the total Board membership (eight) if the Board membership judges that the removal of the officer is in the best interest of CAAM.

4c. President: The President shall be the chief executive officer of the CAAM; shall preside at all meetings of the membership and of the Board of Directors (unless asked to be absent by the remaining Board members); shall have general and active management of the affairs of the corporation; shall ensure that all orders and resolutions of the Board are carried into effect, subject to the right of the Board to delegate specific powers to any other member of CAAM; shall execute all legal documents of CAAM, and shall be an ex-officio member of all committees.

4ci. Past President: The President shall continue to serve unelected as the Past President on the Board of Directors if still a member of the board and not serving in any other capacity. Duties shall include providing appropriate guidance and insight for the rest of the Executive Committee and Board of Directors.

4d. Vice-President: The Vice President shall act in all cases for and as the President in the latter’s absence or incapacity; and shall perform other duties as may be designated by the Board or President.

4e. Secretary: The Secretary shall be responsible for the keeping of all minutes of the Board, Executive Committee, and general membership meetings, and shall record all votes of the membership of CAAM; shall give, or cause to be given, notice of all meetings of the Board of Directors; shall provide minutes to the board of directors within 7 days after a meeting; and shall perform such other duties as may be assigned by the Board or President. The records of the Secretary shall be open to inspection by any member of the Board of Directors or CAAM member at any reasonable time.

4f. Treasurer: The Treasurer shall have custody of CAAM funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to CAAM; shall keep the monies of CAAM in a separate account to the credit of CAAM: shall disburse the funds of CAAM as may be ordered by the Board, taking proper vouchers for such disbursements; shall render to the President and Board members at the regular meetings of the Board, or whenever they may require, an account of all transactions as Treasurer and of the financial condition of CAAM; chair a standing Finance Committee (see Article VI, Section 3); and shall make available to any auditor appointed by the Board the necessary information to complete any audit.

ARTICLE V – COMMITTEES

Section 1. Executive Committee: The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, and Immediate Past President (if he or she is still a member of the board). It shall have and exercise, in the intervals between the meetings of the Board of Directors, all the powers of the Board which may lawfully be delegated in the management of the affairs of the corporation, except for those matters specified herein which require a vote of the full Board.

Section 2. Nominating Committee: The Nominating Committee is appointed by the President] and shall nominate new members for vacancies on the Board of Directors. It shall ask members to apply to the Board or to submit names of other members of CAAM for potential Board membership. It shall fully inform prospective Board members of the responsibilities of the position for which they are being considered, and then obtain a commitment to serve from the nominee. The Board will then, by majority vote of those in attendance, elect the new slate of Board members. The Board of Directors will present a list of its members and officers to the membership of CAAM after the start of the new fiscal year.

Section 3. Finance Committee: The Finance Committee shall consist of the Treasurer, an at-large board member, the Artistic Director, and those appointed by the President. It shall recommend financial policies and goals that support the mission, values, and strategic goals of CAAM; review CAAM’s financial performance against its goals and monitor corrective actions to bring CAAM into compliance with its budget and other financial targets; and prepare the annual budget for submission to the Board for alteration and approval and for submission to the CAAM membership during the annual meeting.

Section 4. Committee Structure: Ad Hoc committees may be formed at the discretion of the Board and will serve only for the current fiscal year unless reappointed. The Chair of each committee shall be a Member of CAAM. Other committee members need not be Board Members or CAAM Members.

ARTICLE VI – TRANSACTION OF BUSINESS

Section 1. CAAM shall not borrow money, or purchase, sell, lease, or otherwise dispose of any property, unless and until a resolution authorizing the same shall have been approved by a majority of the Board of Directors at a regular or special meeting, duly convened upon proper notice of this purpose. All proceeds derived from any loan, sale, lease, rent, or donation shall be used for or applied to the lawful activities of CAAM.

Section 2. CAAM shall have the right and power to receive and invest monies to the extent necessary for the accomplishment of the purposes for which it is organized, and in so doing, may realize an excess income over budget. All monies so received shall be applied to the maintenance and operation or the furtherance of the lawful activities of CAAM, and in no case shall such monies be divided or distributed in any manner whatsoever among the Board of Directors or other members.

ARTICLE VII – AMENDING THE BYLAWS

Section 1. Proposal: By-laws may be amended by a two-thirds (2/3) vote of the total membership of the Board of Directors (eight), provided that written notice (may be electronic) of the meeting at which the proposed amendment(s) will be discussed is given to the Directors at least one week prior to the date of the meeting. Proposed amendment(s) to these bylaws must be circulated to the Board of Directors prior to voting.

Section 2. Membership feedback: The amendment(s) must be made available to the membership for at least two (2) weeks for the purposes of reflection and feedback.

Section 3. Ratification: The Board of Directors will vote again following the minimum two (2) week membership feedback period. Ratification of the bylaws requires a two-thirds (2/3) vote of the total Board of Directors (eight).